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ARTICLE I. OFFICES AND RECORDS
    
    
    1Section 1.1
    
    Delaware Office
    
    
    1Section 1.2
    
    Other Offices
    
    
    1Section 1.3
    
    Books and Records
    
    
    1ARTICLE II. SHAREHOLDERS
    
    
    1Section 2.1
    
    Annual Meeting
    
    
    1Section 2.2
    
    Special Meeting
    
    
    1Section 2.3
    
    Place of Meeting
    
    
    2Section 2.4
    
    Notice of Meeting
    
    
    2Section 2.5
    
    Adjournments
    
    
    2Section 2.6
    
    Quorum
    
    
    3Section 2.7
    
    Voting and Proxies
    
    
    3Section 2.8
    
    Notice of Shareholder Business and Nominations
    
    
    4Section 2.9
    
    Organization
    
    
    7Section 2.10
    
    Inspectors of Elections, Conduct of Meetings
    
    
    7Section 2.11
    
    Fixing Date of Determination of Shareholders of Record
    
    
    8Section 2.12
    
    List of Shareholders Entitled to Vote
    
    
    9Section 2.13
    
    Postponement and Cancellation of Meeting
    
    
    9Section 2.14
    
    Action by Written Consent
    
    
    9ARTICLE III. BOARD OF DIRECTORS
    
    
    9Section 3.1
    
    General Powers
    
    
    9Section 3.2
    
    Number
    
    
    10Section 3.3
    
    Organization
    
    
    10Section 3.4
    
    Regular Meetings
    
    
    10Section 3.5
    
    Special Meetings
    
    
    10Section 3.6
    
    Notice
    
    
    10Section 3.7
    
    Quorum
    
    
    11Section 3.8
    
    Vacancies
    
    
    11Section 3.9
    
    Committees
    
    
    11Section 3.10
    
    Resignation and Removal
    
    
    12Section 3.11
    
    Telephonic Meetings
    
    
    12Section 3.12
    
    Action by Unanimous Consent of Directors
    
    
    12Section 3.13
    
    Reliance upon Records
    
    
    12Section 3.14
    
    Interested Directors
    
    
    13Section 3.15
    
    Compensation
    
    
    13ARTICLE IV. OFFICERS
    
    
    13Section 4.1
    
    Elected Officers
    
    
    13Section 4.2
    
    Other Officers
    
    
    13




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Section 4.3
    
    Resignation and Removal
    
    
    13Section 4.4
    
    Vacancies
    
    
    14Section 4.5
    
    Chief Executive Officer
    
    
    14Section 4.6
    
    President
    
    
    14Section 4.7
    
    Vice Presidents and Assistant Vice Presidents
    
    
    14Section 4.8
    
    Secretary
    
    
    14Section 4.9
    
    Treasurer
    
    
    15Section 4.10
    
    Assistant Officers
    
    
    15Section 4.11
    
    Compensation
    
    
    15ARTICLE V. CONTRACTS AND PROXIES
    
    
    15Section 5.1
    
    Contracts
    
    
    15Section 5.2
    
    Proxies
    
    
    16ARTICLE VI. INDEMNIFICATION AND INSURANCE
    
    
    16ARTICLE VII. STOCK
    
    
    18ARTICLE VIII. MISCELLANEOUS PROVISIONS
    
    
    18Section 8.1
    
    Fiscal Year
    
    
    18Section 8.2
    
    Dividends
    
    
    18Section 8.3
    
    Seal
    
    
    18Section 8.4
    
    Form of Records
    
    
    18Section 8.5
    
    Manner of Notice
    
    
    19Section 8.6
    
    Waiver of Notice of Meetings of Shareholders,
Directors and Committees
    
    
    19ARTICLE IX. AMENDMENTS
    
    
    19
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ARTICLE I.
OFFICES AND RECORDS
 Delaware Office
  Other Offices
  Books and Records
  ARTICLE II.
SHAREHOLDERS
 Annual Meeting
  Special Meeting




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Place of Meeting
  Notice of Meeting
    Adjournments
  2




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Quorum
  Voting and Proxies
 General
 3




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Participation and Voting By Means of Remote Communication
 Notice of Shareholder Business and Nominations
 Annual Meetings of Shareholders.
  th th th th
 4




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th
 5




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Special Meetings of Shareholders th th th
 General
   6




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Organization
  Inspectors of Elections, Conduct of Meetings
 Inspectors of Election
 Duties
 7




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Conduct of Meetings
 Fixing Date of Determination of Shareholders of Record
 Fixing the Record Date
 If Record Date is Not Fixed
 8




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Adjourned Meetings
 List of Shareholders Entitled to Vote
  Postponement and Cancellation of Meeting
  Action by Written Consent
  ARTICLE III.
BOARD OF DIRECTORS
 General Powers
  9




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Number
  Organization
  Regular Meetings
  Special Meetings
  Notice
  10




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Quorum
  Vacancies
  Committees
   11




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Resignation and Removal
  Telephonic Meetings
  Action by Unanimous Consent of Directors
  Reliance upon Records
  12




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Interested Directors
  Compensation
  ARTICLE IV.
OFFICERS
 Elected Officers
  Other Officers
  Resignation and Removal
  13




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Vacancies
  Chief Executive Officer
  President
  Vice Presidents and Assistant Vice Presidents
  Secretary
  14




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Treasurer
  Assistant Officers
  Compensation
  ARTICLE V.
CONTRACTS AND PROXIES
 Contracts
  15




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Proxies
  ARTICLE VI.
INDEMNIFICATION AND INSURANCE
 Right to Indemnification
 Recovery of Unpaid Indemnification
 16




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Non-Exclusivity of Rights
 Insurance
 Advancement
 Amendment or Repeal
 Other Sources
 17




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ARTICLE VII.
STOCK
 Certificates
 Lost, Stolen or Destroyed Stock Certificates, Issuance of New Certificates
 ARTICLE VIII.
MISCELLANEOUS PROVISIONS
 Fiscal Year
  Dividends
  Seal
  Form of Records
  18




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Manner of Notice
  Waiver of Notice of Meetings of Shareholders, Directors and Committees
  ARTICLE IX.
AMENDMENTS
   19